cwc_lease_and_license

LEASE AND LICENSE AGREEMENT

This Lease and License Agreement is made this 1st day of January, 2012, by and between the City of Lawrence, Kansas, a municipal corporation, and Community Wireless Communications Co., a Kansas corporation.

I. RECITALS

A. The City of Lawrence, Douglas County, Kansas, (“the City”) is a municipal corporation that holds various property interests within the City, including street rights of way, alley rights of way, public parks, buildings, structures, facilities, water towers, light poles, and traffic light poles.

B. Community Wireless Communications Co. (“CWC”) is a Kansas corporation established for the purpose of providing Internet access to Kansas communities. In order to provide Internet access to City residents, CWC wishes to lease and to license certain properties from the City.

C. In April, 2011, CWC requested, among other things, that the City lease to it certain City properties and grant to it a license to use certain City properties, all at various locations throughout the City, in order to locate, install, and maintain equipment, transmitters, and antennas to provide Internet access to residents of the City.

D. At its May 24, 2011, regular public meeting, after considering CWC’s proposal in detail, the City Commission directed and authorized the preparation of an agreement between the City and CWC, whereby, in exchange for the payment of rent and the giving of other good and valuable consideration, the City would lease to CWC certain properties and grant to CWC a license to use certain properties.

E. The City and CWC agree that CWC’s lease of certain properties and license of certain properties is contingent, inter alia, upon the execution of this Lease and License Agreement and compliance with its terms.

II. TERMS

NOW, THEREFORE, in light of the mutual promises and obligations contained herein, and in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

A. TERMS RELEVANT TO THE LEASED PROPERTIES

SECTION 1. Leased Properties. The property interests hereby leased by the City to CWC (collectively, “the Leased Properties”) shall include the following:

(a) Space on the following City-owned water towers, as described in more detail below:

(i) Space on the handrail of the City’s water tower on the City’s property located approximately at 19th Street and Kasold Drive (“Kasold Tower”);

(ii) Space on the railing of the City’s water tower located approximately at 18th Street and Stratford Road (“Stratford Tower”);

(iii) Space on the antenna pod of the City’s water tower located approximately at 3708 W. 6th Street (“6th Street Tower”); and

(iv) Space on the antenna pod of the City’s water tower located approximately at 2828 Harper Street (“Harper Street Tower”);

and space on each of those water towers sufficient for the location, installation, and maintenance of equipment, transmitters, and antennas to provide Internet access to residents of the City, subject to the specifications as shown and described in Exhibits A-D hereto.

(b) Non-exclusive licenses over, under, or along the Leased Properties sufficient for the location, installation, and maintenance of utility lines and cables from the nearest public rights of way to the Leased Properties, but only as approved in writing by the City, which approval shall not be unreasonably denied, delayed, or conditioned.

(c) Non-exclusive licenses across the Leased Properties for access (the “Access Licenses”), but only as approved in writing by the City, which approval shall not be unreasonably denied, delayed, or conditioned. See Section 25(a), infra.

SECTION 2. Use. CWC may use the Leased Properties only as follows:

(a) CWC may use the Leased Properties for the transmission and reception of communications signals, for the installation, maintenance, operation, repair, and replacement of its communications facilities, fixtures, and related equipment, cables, accessories, and improvements (collectively, “the Communications Facilities”), as described in Exhibits A-D, and for no other purpose. Minor modifications to the Communications Facilities, such as replacement of equipment, transmitters, and antennas, shall not require the City’s prior written consent, provided that the replacement facilities are not greater in number or size than the existing facilities and there is no change in their location on the Leased Properties. Major modifications to one or more of the Communications Facilities, such as relocation or expansion of the equipment or structures (including the addition of equipment, transmitters, antennas, and/or cables), shall require the City’s prior written consent and may also require the City’s prior approval as a land use regulator. CWC shall solely be responsible for installing, maintaining, operating, and repairing the Communications Facilities on the Leased Properties and may hire qualified professionals to perform such services, all at CWC’s sole cost and expense.

(b) CWC warrants that all earth, turf, shrubbery, trees, sidewalks, paving, fences, public improvements, or improvements of any kind, that are either damaged or removed by CWC, its contractors, subcontractors, or agents, during the installation, repair, and/or maintenance of the Communications Facilities or any other use of the Leased Properties shall be fully repaired or replaced within a reasonable time by CWC, at CWC’s sole cost and expense and to the satisfaction of the City.

(c) CWC shall comply with all applicable Federal, State, and Local laws, statutes, rules, and regulations relating to its use of the Communications Facilities on the Leased Properties. CWC also understands and agrees that this Lease and License Agreement and its ability to use the Leased Properties is contingent upon its obtaining, after the execution of this Lease and License Agreement, all of the certificates, permits (including building permits), and other approvals (“Governmental Approvals”) that may be required by any Federal, State, or Local authorities.

(d) In the event that an application for any requisite Government Approval should be finally rejected, CWC determines that it may not be able to obtain requisite Government Approval in timely fashion, or that requisite Government Approval issued to CWC is canceled, expires, lapses, or is otherwise withdrawn or terminated by the governmental authority, such that CWC, in its sole discretion, determines that it will be unable to use the Leased Properties for its intended purposes, or if CWC determines that the Leased Properties are no longer technically compatible for its intended use, then CWC shall have the right to terminate this Lease and License Agreement by given written notice to the City. In any such case, all Rent paid to date shall be retained by the City.

SECTION 3. Construction.

(a) Prior to commencing any construction, CWC shall submit all plans and specifications for all improvements to the City and receive the City’s written approval, which approval shall not unreasonably be withheld or delayed. Also, prior to commencing construction, CWC must, in compliance with Section 2(c), supra, obtain all permits (including building permits) required by law. No improvement, construction, installation, or major modification shall commence until plans for such work have been approved by the City, the City has given written consent thereto, and CWC has procured all necessary Governmental Approval.

(b) Plans submitted by CWC to the City shall include: Fully dimensioned site plans that are drawn to scale and show (i) the proposed location of the antennas, equipment, shelters/cabinets, driveways, and parking areas, (ii) the proposed clearing and landscaping, (iii) the proposed type and height of fencing, (iv) the proposed color of all structures, (v) the proposed type of construction material for all structures, including fencing, and (vi) any other details that the City may request.

(c) Additionally, prior to commencement of construction, CWC shall provide to the City the name of the contractor that will be overseeing the construction of the improvements. The contractor is subject to prior written approval of the City, but such approval shall not unreasonably be withheld or delayed. All improvements shall be constructed in a workmanlike manner, without the attachment of any liens to the Leased Properties, and shall be completed in compliance with all applicable laws, ordinances, rules, and regulations.

(i) CWC or its contractor shall, prior to commencement of construction, post a payment bond assuring that the improvements will be constructed without the attachment of any construction liens.

(d) No improvements or major modifications to the Leased Properties shall be made without the City’s written consent. See Section 2(a), supra. Such written consent shall not unreasonably be withheld or delayed by the City. Moreover, any such improvements or major modifications shall be subject to the conditions set forth in subsections (a), (b), and (c) of this Section.

SECTION 4. Interference.

(a) CWC warrants that its use of the Leased Properties will not interfere with any existing radio frequency users on the Leased Properties, so long as the existing radio frequency users operate and continue to operate within the frequencies existing as of the date of this Lease and License Agreement and in accordance with all applicable laws and regulations. If, at any time during the initial term or any Option Period of this Lease and License Agreement, CWC’s use of the Leased Properties interferes with any existing radio frequency user’s operations, and after the City has notified CWC of such interference, then CWC shall take all necessary actions to discontinue the interference.

(b) CWC’s use of the Leased Properties (See Section 2, supra) shall, at all times, be subordinate to the City’s and/or any other governmental entity’s use of the Leased Properties for any public purpose. CWC shall relocate or adjust its Communications Facilities or adjust its operations to accommodate the City’s use within a reasonable time, when such relocation or adjustment is requested by the City to accommodate the City’s use, or any governmental entity’s use of the Leased Properties for any public purpose; provided, however, that in the event the City requires such relocation or adjustment more than one (1) time during the Term or any Option Period of this Lease and License Agreement, or if such relocation or adjustment impairs CWC’s ability to use the Leased Properties as Communications Facilities, CWC shall have the option to terminate this Lease and License Agreement, effective as of the date such relocation or adjustment was to have taken effect. Any relocation or adjustment shall be at the sole cost and expense of the CWC.

(c) If any interference with the City’s or any other governmental entity’s use of the Leased Properties cannot be eliminated within three (3) days after written notice thereof, CWC agrees to suspend operations (transmissions) at the site while the interference problems are studied and a means is found to mitigate them. If said interference cannot be eliminated, then this Lease and License Agreement will be terminated and CWC shall remove its Communications Facilities from the City’s Leased Properties as agreed at Section 31, infra.

(d) The City shall cause all subsequent users of the Leased Properties to first coordinate with CWC to ensure that their frequencies and antenna locations will be compatible with CWC’s and to agree to provisions similar to this Section.

SECCTION 5. Taxes.

(a) CWC shall pay all personal property taxes assessed against CWC’s Communications Facilities location on the Leased Properties as a result of CWC’s use or ownership of the Communications Facilities. The City is a municipal corporation and is exempt from the payment of real property taxes. Thus, CWC shall be responsible for any real property taxes assessed against the Leased Properties as the result of the use or development of the Leased Properties by CWC. In the event that it is assessed personal property taxes and to the extent that more than one tenant has leased space on the Leased Properties, the City shall allocate real estate taxes among the various tenants thereof.

(b) The City shall provide to CWC a copy of any notice, assessment, or billing relating to real estate taxes, for which CWC is responsible under this Lease and License Agreement, upon receipt of the same. CWC shall have no obligation to make payment of any real estate taxes until CWC has received the notice, assessment, or billing relating to such taxes as provided in the preceding sentence. Should any such taxes or assessments be levied or assessed directly against the City and be paid by the City, CWC shall reimburse the City for the full amount thereof within thirty (30) days of receipt of the City’s notice to CWC of its payment of such taxes or assessments.

(c) CWC shall have the right, at its sole option and its sole cost and expense, to appeal, challenge, or seek modification of any tax assessment or billing for which CWC is wholly or partially responsible for payment under this Lease and License Agreement. The City shall reasonably cooperate with CWC in filing, prosecuting, and perfecting any such appeal or challenge to such taxes as provided in the preceding sentence, including but not limited to executing any consent to appeal or other similar documents.

(d) Failure by CWC to pay any taxes or assessments within thirty (30) days after the City has given written notice of the same, shall result in the immediate termination of this Lease and License Agreement and the removal of CWC’s Communications Facilities from the Leased Properties.

SECTION 6. Liens. CWC shall not allow any mechanic’s or materialmen’s liens to be placed on the Leased Properties as the result of its activity on the Leased Properties. CWC shall provide to the City, or shall cause its contractors to provide to the City, performance and payment bonds to assure timely performance and payment for the work to be performed on the Leased Properties. See also Section 3(c), supra.

SECTION 7. Utilities. Payment for electrical services and for telephone or other utility services used or consumed by CWC on the Leased Properties shall be the sole responsibility of CWC. The City agrees to cooperate with CWC in any effort to connect, at CWC’s sole expense, its Communications Facilities to existing utility services. If such connection(s) is/are made, CWC shall install a separate meter to record CWC’s electrical and other utilities usage associated with CWC’s use of the Leased Properties and shall timely pay all costs associated therewith. CWC shall not install power generators or fuel storage facilities on the Leased Properties without a separate agreement or an amendment to this Lease and License Agreement. However, after consulting with the City, CWC may install and operate, on a temporary basis only, during an extended loss of commercial power, portable propane or diesel fueled emergency generators. The portable generators shall promptly be removed from the Leased Properties after commercial power is restored.

SECTION 8. Hazardous Substances.

(a) The City warrants that it has no knowledge of any substance, chemical, or waste on the Leased Properties that is identified as hazardous, toxic, or dangerous in any applicable Federal, State, or Local law, ordinance, or regulation as of the date of the Lease and License Agreement.

(b) CWC represents and warrants that its use of the Leased Properties will not generate any hazardous substance, and that it will not store or dispose on the Leased Properties, nor transport to or over the Leased Properties, any hazardous substance in violation of applicable laws.

(c) CWC agrees to hold the City harmless from and to indemnify the City and its agents, officers, and employees against CWC’s release of any such hazardous substance and any damage, loss, or expense or liability directly resulting from such release, including all reasonable attorneys’ fees, costs, and penalties incurred as a result thereof except any release caused by the City, its agents, officers, or employees.

(d) For the purposes of this Lease and License Agreement hazardous substance shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous, toxic, or radioactive substance, or other similar term by any Federal, State, or Local environmental law, regulation, or rule presently in effect or enacted or promulgated in the future, or as such laws, regulations, and rules may be amended. Hazardous substance shall also mean any substance that, after release into the environment, will or may reasonably be anticipated to cause sickness, death, or disease.

SECTION 9. Casualty. If any portion of the Leased Properties is damaged by any casualty and such damage adversely affects CWC’s use of or access to the Leased Properties, then this Lease and License Agreement shall terminate as of the date of the casualty, provided CWC gives written notice of the same within thirty (30) days after the occurrence of such casualty. Notwithstanding the foregoing, all Rent shall abate during the period following such casualty where CWC is unable to use the Leased Properties for their intended purpose.

SECTION 10. Condemnation. If a condemning authority takes any portion of the City’s Leased Properties and such taking adversely affects CWC’s use of or access to the Leased Properties, then this Lease and License Agreement shall terminate as of the date the title vests in the condemning authority, provided CWC gives written notice of the same within thirty (30) days after CWC receives notice of the taking. The parties shall be entitled to make claims in any condemnation proceeding for the value of their respective interests in the City’s Leased Properties.

SECTION 11. Quiet Enjoyment.

(a) CWC, upon paying Rent, shall peaceably and quietly have, hold, and enjoy the Leased Properties. At the City’s option, this Lease and License Agreement shall be subordinated to any mortgage or other security interest by the City, which from time to time may encumber all or part of the Leased Properties or the rights of way; provided, however, every such mortgage or other security interest shall recognize the validity of this Lease and License Agreement in the event of a foreclosure of the City’s interest and also CWC’s right to remain in occupancy of and to have access to the Leased Properties so long as CWC is not in default under this Lease and License Agreement.

(b) CWC shall execute whatever instruments may reasonably be required to evidence this subordination clause.

(c) In the event that one or more of the Leased Properties is encumbered by a mortgage or other security interest, the City immediately after this Lease and License Agreement is executed will obtain and furnish to CWC a non-disturbance agreement in recordable form for each such mortgage or other security interest.

(d) In the event that the City defaults in the payment and/or other performance of any mortgage or other security interest encumbering the Leased Properties, CWC may, at its sole option and without obligation, cure or correct the City’s default and, upon doing so, CWC shall be subrogated to any and all rights, titles, liens, and equities of the holders of such mortgage or security interest and CWC shall be entitled to deduct and set-off against Rent that may otherwise become due under this Lease and License Agreement the sums paid by CWC to cure or correct such defaults.

SECTION 12. License Fees. CWC shall pay, as they become due and payable, all fees, charges, taxes, and expenses required for licenses and/or permits required for or occasioned by CWC’s use of the Leased Properties.

B. TERMS RELEVANT TO THE LICENSED PROPERTIES

SECTION 13. Licensed Properties. The property interests (collectively, “the Licensed Properties”) hereby licensed by the City to CWC shall include the following:

(a) Space on ten (10) light poles located along Massachusetts Street between 6th Street and 11th Street in the City as more fully described in Exhibit E.

(b) Space on forty-six (46) traffic signal poles located at the intersections within the corporate limits of the City more fully described in Exhibit F.

SECTION 14. Grant of License. In exchange for the sum of one dollar and no cents ($1.00), the payment of Rent as described herein, and other good and valuable consideration, provided that CWC first receives all necessary approvals, including any required approvals from the Historic Resources Administrator and/or Historic Resources Commission to install the equipment, transmitters, and antennas as proposed, the City hereby grants to CWC the non-exclusive license, right, privilege, and permission (“the License”) to use, in common with others, the Licensed Properties.

SECTION 15. CWC’S Covenants. In exchange for this License, in addition to giving good and valuable consideration, CWC hereby covenants and warrants as follows:

(a) To install and maintain its communications equipment, transmitters, and antennas at CWC’s sole cost and expense for the duration of this Lease and License Agreement.

(b) To employ persons who are trained in appropriate safety procedures to perform the installation and maintenance work and who are trained in appropriate safety procedures for the installation and maintenance work in the City’s rights of way and on the City’s light poles and traffic signal poles.

(c) To cause said persons installing and maintaining CWC’s equipment, transmitters, and antennas to use “Best Practices” in all work related to the installation and maintenance of the equipment, transmitters, and antennas.

(d) To cause said persons installing and maintaining CWC’s equipment, transmitters, and antennas to use bucket trucks to access the Licensed Properties and to use, at all times, industry standard safety gear, including fall restraints and other safety equipment for such installation and maintenance work.

(e) To permit only authorized representatives of CWC to access the Licensed Properties to perform installation and maintenance work. By “authorized representative of CWC,” the parties mean persons covered by CWC’s general liability insurance policy in effect during the term of this Lease and License Agreement.

(f) To notify the City Engineer in person or by telephone at least twenty-four (24) hours in advance of the any installation or maintenance work on the Licensed Properties.

(g) To obtain from the City Clerk’s office any temporary use of right of way permits or other land use approval as may be necessary prior to performing any installation or maintenance work in the City’s rights of way.

(h) To refrain from accessing traffic control circuits.

(i) To coordinate with Westar, its successors in interest and assigns, in advance of any installation or maintenance work that affects or may affect Westar’s luminaire fixtures.

(j) To refrain from causing any waste, damage, or injury to the right of way or the Licensed Properties.

(k) To refrain from causing any waste, damage, or injury to the luminaire fixtures.

(l) To repair or replace within a reasonable time and to the satisfaction of the City, all earth, materials, sidewalks, paving, crossing, utilities, light poles, traffic signal poles, public improvements or improvements of any kind injured, damaged, or removed by CWC in its activities under this Lease and License Agreement.

(m) To ensure that traffic, the public right of way, or the sidewalks are not unreasonably impeded by CWC’s installation or maintenance work. CWC shall provide a traffic control and right of way plan to the City Engineer for approval prior to performing any work in a right of way. All traffic control shall be in compliance with the Manual of Uniform Traffic Control Devices (MUTCD). CWC shall be responsible for all costs for traffic control. CWC shall also notify, in addition to the City, the Lawrence Police Department and the Lawrence-Douglas County Fire and Medical Department of any lane closures within a reasonable time in advance of the lane closure.

(n) To remove, adjust, or relocate CWC’s equipment immediately when the City deems it an emergency, or when the City determines the equipment is interfering with or reducing the efficiency of City equipment or operations. CWC also agrees to remove or relocate its equipment when the City determines that it is necessary to install, repair, maintain, or expand any streets, light poles, traffic signal poles, or utilities located or to be located in, on, under or through a public right of way. CWC shall bear all costs associated with removing or relocating its equipment and CWC hereby agrees the City shall have no duty whatsoever to replace CWC’s equipment. CWC may replace, at its sole cost and expense, its communications equipment to its former locations as approved in Exhibits E and F, except as provided by Section 30 of this Lease and License Agreement.

(o) To comply with all applicable Federal, State, and Local laws, ordinances, and regulations relating to its use and occupancy of the right of way and the Licensed Properties for Internet access points.

(p) That CWC shall not have the right to enlarge the scope of this Lease and License Agreement without the prior written consent of the City.

SECTION 16. Use of Rights of Way. In the use of rights of way under this Lease and License Agreement, CWC shall be subject to all ordinances, regulations, resolutions, and policies now or hereafter adopted or promulgated by the City in the reasonable exercise of its police powers and is subject to all applicable laws, ordinances, regulations, rules, and orders adopted by the City or any other governmental body now or hereafter having jurisdiction. CWC also shall be subject to all ordinances, regulations, resolutions, and policies now or hereafter adopted or promulgated by the City relating to the use of public rights of way. CWC shall also comply with the following:

(a) CWC shall keep and maintain accurate records and as-built drawings depicting the accurate location of all facilities constructed, reconstructed, located, and relocated in the public rights of way as of the date of this Lease and License Agreement and hereafter and shall provide the above information to the City upon request. Where such information is available electronically, CWC agrees that, upon request, that it shall provide such information in an electronic format. Such location, identification, and information shall be maintained by CWC and provided by CWC to the City at CWC’s sole cost and expense.

(b) The City agrees to use the information given to it in accordance with Section 16(a) only for the purposes of locating utility facilities in connection with municipal projects and further agrees not to disclose such information to anyone other than City employees requiring such information to locate utility facilities in connection with municipal projects, except as may be required by law. CWC and the City agree that such information shall remain the sole property of CWC, that such information is confidential and proprietary, and that such information is not a public record subject to the Kansas Open Records Act of 1984, K.S.A. 45-215 et seq. In the event that the law requires the City to disclose such information, the City shall provide CWC with advance notice of its intended disclosure of such information and shall cooperate with CWC in taking such action as may be reasonable and lawful to safeguard such information. CWC further agrees to indemnify and hold the City harmless from any and all penalties, costs, including attorneys’ fees, arising from actions of CWC, or of the City at the written request of CWC, in seeking to safeguard the confidentiality of information provided by CWC to the City under this subsection.

(c) In the event that the law requires such information to be publicly disclosed, CWC shall have no further obligation under this section to provide the City with information that would be confidential or proprietary. However, CWC shall continue to provide information to the City regarding the location of its facilities and inventories of its equipment located on the Licensed Premises.

(d) It is the sole responsibility of CWC to take adequate measures to protect and defend its facilities in the City’s rights of way from harm and damage. If CWC fails to locate facilities accurately or timely when requested, CWC has no claims for costs against the City and its authorized contractors or any other party authorized to be in the right of way, except to the extent such harm or damage is caused by such party’s intentional conduct. The City and its authorized contractors agree to take reasonable precautionary measures, including but not limited to calling for utility locations and observing marker posts, when working near CWC’s facilities.

(e) Notwithstanding any other provision of this Lease and License Agreement, excavation of sidewalks, curb and guttering, and pavements are prohibited. CWC shall perform street and sidewalks crossings, where necessary, by boring in accordance with City policies and specifications. The City shall review and approve any plans regarding street or sidewalk crossings in advance. Cement, asphalt, concrete, or other pavement cuts are also prohibited.

(f) CWC warrants that all earth, turf, shrubbery, trees, sidewalks, paving, fences, public improvements, or improvements of any kind, that are either damaged or removed by CWC, its contractors, subcontractors, or agents, during the installation, repair, and/or maintenance of the Communications Facilities or any other use of the Licensed Properties shall be fully repaired or replaced within a reasonable time by CWC, at CWC’s sole cost and expense and to the satisfaction of the City.

(g) Nothing in this Lease and License Agreement shall be construed or interpreted as giving CWC the authority to construct, maintain, or operate any Communications Facility or related appurtenance or property on any City property outside the Licensed Properties.

(h) The City and CWC agree that, to the extent that it is applicable, the terms of this Lease and License Agreement are subject to K.S.A. 17-902.

(i) Nothing in this Lease and License Agreement shall be construed or interpreted as create a Franchise Agreement, as that term is defined at K.S.A. 12-2001, et seq., by and between CWC and the City.

SECTION 17. Street Trees. CWC shall comply with the provisions of the Street Tree Ordinance, City of Lawrence, Kan., §§ 18-101 et seq. (Jan. 1, 2011), as amended or as may hereafter be amended.

SECTION 18. Sharing Space. The City encourages the conservation of public rights of way by the sharing of space by all utilities. To the extent required by Federal, State, or Local law, CWC shall permit any franchised entity, by appropriate contract or agreement negotiated by the parties, to use any and all facilities constructed or erected by CWC. All agreements and installations shall be subject to all existing and future ordinances and regulations of the City. CWC agrees that it will not grant to any entity the right to occupy the Licensed Premises without providing notice to the City. CWC shall not have the right under any circumstances to grant the right to another entity to use the City’s rights of way.

SECTION 19. Poles. Except as authorized by Section 13 of this Lease and License Agreement, nothing in this Lease and License Agreement shall be construed or interpreted to require or permit any telephone, electric light, or power wire attachments by either the City or CWC on the poles of the other. If such attachments are desired by the City or CWC, then a separate agreement shall be a prerequisite to such attachments.

B. TERMS RELEVANT TO ALL PROPERTIES

SECTION 20. Term. The Initial Term of this Lease and License Agreement shall be five (5) years, commencing on the date that this Lease and License Agreement is executed by the parties (“the Commencement Date”).

SECTION 21. Option Terms. CWC and the City shall have the mutual option to extend the initial term of this Lease and License Agreement for four (4) additional and successive five (5) year option periods (individually, “the Option Term” and, collectively, “the Option Terms”). The Lease and License Agreement shall, at the end of the Initial Term or any Option Term, unless it is the fourth Option Term, automatically be extended an additional Option Term, unless either party notifies the other party of its intent to terminate or to renegotiate this Lease and License Agreement at least one hundred eighty (180) days prior to the termination of the then-current Term. Option Terms shall be deemed a continuation of this Lease and License Agreement and shall not be considered a new Lease and License Agreement or an amendment hereto.

SECTION 22. Renegotiation.

(a) Upon written request of CWC or the City, this Lease and License Agreement may be renegotiated (i) if there is a change in Federal, State, or Local laws, ordinances, regulations, or rules that materially affects any rights or obligations of CWC or the City as set forth in this Lease and License Agreement or (ii) if a party requests renegotiation in accordance with Section 21, supra.

(b) In the event that the parties are actively renegotiating this Lease and License Agreement or any amendment to this Lease and License Agreement at the time that the current Term expires, the parties may by written mutual agreement extend the termination date of the current Term to permit further negotiation. Such extension period shall be deemed a continuation of this Lease and License Agreement and shall not be considered a new agreement or an amendment.

SECTION 23. Rent.

(a) As rent for the Leased Properties and in the nature of a licensing fee for the Licensed Properties (“the Rent”), CWC shall pay to the City, on a quarterly basis, an amount equal to five percent (5.0 %) of its gross receipts.

(b) For the purposes of this Lease and License Agreement, “gross receipts” shall mean only those receipts collected from within the corporate boundaries of the City and which are derived by CWC from or in connection with the provision of broadband Internet services either directly by CWC or indirectly through resellers or others who use CWC’s facilities, if any. Gross receipts shall not mean bad debt, including uncollectable fees and late charges.

(c) The Rent shall be paid quarterly to the City, by check or other method approved by the City and CWC, for the preceding quarterly period. Concurrent with submission of the quarterly payment, CWC shall also submit a report that shall detail revenues from specific sources. CWC shall pay the Rent to the City within forty-five (45) days of the last day of the applicable quarter for which a Rent payment is due and owing. Payments received after the due date shall be subject to a late payment charge of one and one-half percent (1.5 %) per month. Payments due and owing as a result of an audit of Rent payments shall be subject to a late payment charge at the rate of one and one-half percent (1.5 %) per month, provided that such late payments charges shall (i) begin to accrue forty-five (45) days after notice is mailed to CWC and (ii) the late payment charge shall only apply to audit generated payments agreed to by the City and CWC.

SECTION 24. Other Consideration. In addition to the payment of the Rent, in exchange for the rights granted herein by the City, CWC gives the following consideration:

(a) CWC shall pay the City for the actual cost of the City’s inspection of the attachment to municipal facilities and any cost to repair or replace any municipal facility as may be required by the City. CWC shall not be required to pay any such costs for equipment attached to or co-located on municipal facilities that are owned by third parties or other entities and are legally allowed in the public rights of way.

(b) CWC shall provide the City with 1 megabit per second (Mbps) of bi-directional Internet Protocol (IP) connectivity with each of the Leased Properties identified in Section 1, supra. In addition, CWC shall provide the City with 1 Mbps of bi-directional IP connectivity at the Water Tower located at Stoneridge and Highway 40 and the towers at 12th Street and Oread. To facilitate those connections, the City agrees to allow CWC to attach transmitters, antennas, and other such devices that are necessary to provide connectivity between the various tower site properties and the City’s Kaw water treatment operations room. The City also agrees to provide CWC access to fiber-optic cable connecting City Hall and the Kaw water treatment plant for the purposes of transmitting information from the tower site properties to the Kaw water treatment plant. The City understands that the radio equipment located on City Hall will be continue to be required to deliver this service until CWC has giver-optic connectivity between on the tower site properties and the City Hall Network Operations Center (NOC).

(c) CWC shall provide the City with camera surveillance of the Leased Properties.

(d) CWC shall make an inventory of all equipment, transmitters, and antennas located on the Leased Properties and Licensed Properties, shall maintain an inventory of all equipment, transmitters, and antennas located on the Leased Properties and Licensed Properties, and shall, upon request of the City, provide the City with a copy of that inventory.

(e) The services provided by CWC hereunder shall, at all times, be operated and updated as needed so that, at a minimum, it is in conformance with all applicable and current Federal, State, and Local technical specifications and standards, including but not limited to technical specifications contained in FCC rules and regulations, or any other applicable law that may supersede such rules and regulations.

(f) CWC shall provide service standards that, at a minimum, comply with Broadband service standards required by the State and the FCC.

(g) CWC will offer free service to households with a net income at or below 140% of the net income eligible for food assistance as defined and published by the Kansas Department of Social and Rehabilitation Services. CWC will provide equipment to households qualifying under those guidelines at its sole cost and expense and is committed to donating the equipment when possible. The availability of free services for qualifying households is dependent upon the financial resources available to CWC. However, CWC shall endeavor to provide services to low income households equal to ten percent (10.0 %) of its total paid residential subscriber base.

(h) Once during each calendar year during the Initial Term or any Option Term of this Lease and License Agreement, the City may request that CWC provide to the City a report of all services it has provided to the underprivileged in accordance with Section 24(g) of this Lease and License Agreement. From the date of such request, CWC shall have forty-five (45) days within which to submit such report. Failure of CWC to comply with that deadline will constitute a Default of this agreement.

(i) CWC shall provide the City, or City audit representatives, with reasonable access to CWC records and information documenting the total gross receipts from sales within the City. The City may, once per calendar year, at its sole cost and expense, audit CWC records to insure compliance with Sections 23 and 24(g), supra.

SECTION 25. Access.

(a) The City shall provide CWC with access to the Leased Properties in accordance with the procedures outlined in this subsection, twenty-four (24) hours a day, seven (7) days a week, for the purpose of repairing, maintaining, and making minor modifications to its Communications Facilities and the equipment therein. It is agreed that only authorized engineers, employees, or properly authorized contractors, or persons under their direct supervision, will be permitted to enter the Leased Properties. To obtain access to the Leased Properties, CWC’s authorized persons shall first be registered with the City and photographs will be taken of them. There will be a camera and a speaker at the access site. The persons seeking admittance will ring the buzzer, look into the camera, and identify themselves. The City will remotely unlock the gate and, in that manner, allow authorized persons access to the Leased Properties.

(b) The City shall provide CWC access to the Licensed Properties in accordance with terms set forth in Section 15, supra.

SECTION 26. Condition of Property.

(a) The City represents that it will maintain the Leased Properties and Licensed Properties in good repair as required by all Federal, State, and Local laws. However, nothing in this Lease and License Agreement shall be construed or interpreted as creating a guarantee or warranty enforceable against the City that the Leased Properties of Licensed Properties will remain suitable for use in transmitting or receiving communications signals by CWC.

(b) CWC warrants that it will use no materials during construction, installation, or maintenance of its equipment, transmitters, or antennas, that would cause corrosion, rust, or deterioration of the Towers on the Leased Property, or its appurtenances, or cause any damage to the Licensed Properties.

(c) CWC’s equipment located on the Leased Properties and Licensed Properties shall be identified by unobtrusive markings fastened securely to its brackets. All transmission lines shall be tagged at the conduit opening where they enter CWC’s equipment space. CWC shall also utilize any markings required by Federal, State, or Local laws. Said markings and tags shall be unobtrusive and shall not be used for advertisement purposes.

SECTION 27. Insurance.

(a) CWC, at its sole cost and expense, shall procure and maintain, until such date as all personal property, trade fixtures, equipment, and installations of CWC have been removed by CWC from the Leased Properties and the Licensed Properties, commercial general liability insurance insuring CWC against liability for personal injury, death, or damage to personal property arising out of the use of the Leased Properties and the Licensed Properties by CWC, with a minimum combined single limit of One Million and No/100 Dollars ($1,000,000.00). Such insurance shall provide that the insurer shall provide the City with at least thirty (30) days prior written notice of the cancellation of such policy for any reason. On or before the Commencement Date, and annually thereafter, CWC shall provide to the City an insurance certificate evidencing the fact that CWC maintains the insurance required by this Lease and License Agreement.

(b) The parties hereby waive any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Leased Properties or the Licensed Properties, resulting from any fire or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the parties, or either of them. These waivers and releases shall apply between the parties and they shall also apply to any claims under or through either party as a result of any asserted right of subrogation. All policies of insurance covering property damage obtained by either party concerning the Leased Properties or the Licensed Properties shall waive the insurer’s right to subrogation against the other party.

(c) In addition to the insurance requirements listed above, CWC shall maintain, or cause to be maintained, in full force and effect and at its sole cost and expense, the following types and limits of insurance:

(i) Worker’s compensation insurance meeting applicable statutory requirements and employer’s liability insurance within minimum limits of One Hundred Thousand and No/100 Dollars ($100,000.00) for each accident, One Hundred Thousand and No/100 Dollars ($100,000.00) for each employee, and Five Hundred Thousand and No/100 Dollars ($500,000.00) policy limits.

(ii) Automobile liability insurance covering all owned, hired, and non-owned vehicles in use by CWC, its employees and agents, with personal protection insurance and property protection insurance to comply with the provisions of state law with minimum limits of One Million and No/100 Dollars ($1,000,000.00) as the combined single limit for each occurrence for bodily injury and property damage.

(iii) At the commencement of and during the period of any construction or installation, property coverage covering cables, materials, machinery, and supplies of any nature whatsoever, which are to be used in or are incidental to the installation on the Leased Properties and Licensed Properties. Upon completion of work, CWC shall substitute for the foregoing insurance policies of fire, extended coverage and vandalism and malicious mischief insurance on its personal property. The amount of insurance shall at all times be representative of the insurable values installed or constructed.

(d) All policies, except for fire, extended coverage and vandalism and malicious mischief, business interruption, and worker’s compensation policies, shall name the City as an additional insured (“Additional Insured”).

(e) Certificates of Insurance for each insurance policy required of CWC under this Section shall be filed and maintained with the City annually during the Initial Term or any Option Term of this Lease and License Agreement. CWC shall immediately advise the City of any claim or litigation that may result in liability to the City.

(f) The Certificate of Insurance described in subsection (e) of this Section shall contain the following language: “At least thirty (30) days prior written notice shall be given to the City by the insurer of any intention not to renew such policy or to cancel or replace the same.”

(g) All insurance shall be effected under valid and enforceable policies, insured by insurers licensed to do business by the State of Kansas or surplus line carriers on the State of Kansas Insurance Commissioners approval list of companies qualified to do business in the State of Kansas.

(h) CWC shall require that each and every one of its contractors and their subcontractors, who perform work on the Leased Properties or the Licensed Properties, to carry, in full force and effect, worker’s compensation, comprehensive general liability, and automobile liability insurance coverage of the type which CWC is required to obtain under the terms of this Section, with appropriate limits of insurance.

(i) Once during each calendar year during the Initial Term or any Option Term of this Lease and License Agreement, the City may review the insurance to be carried by CWC. If the City and CWC mutually agree that higher limits of coverage are necessary to protect the interest of the City or any Additional Insured, or that CWC has failed to comply with the insurance requirements as set forth in this Lease and License Agreement, then CWC shall obtain the additional limits of insurance, at its sole cost and expense.

SECTION 28. Default.

(a) It shall be a default if CWC defaults in the payment or provision of Rent or any other sums to the City when due, and does not cure such default within ten (10) days after written notice from the City specifying the default complained thereof; or if either party defaults in the performance of any other covenant or condition of this Lease and License Agreement and does not cure or make reasonable attempts to cure, such other default within thirty (30) days after written notice from the other party specifying the default complained of; or if CWC abandons or vacates the Leased Properties or Licensed Properties; or if CWC is adjudicated as bankrupt or makes any assignment for the benefit of creditors; or if CWC becomes insolvent.

(b) In the event of a default by CWC, the City shall have the right, at its option, in addition to and not exclusive of any other remedy the City may have by operation of law, without any further demand or notice, to re-enter the Leased Properties and Licensed Properties and eject all persons therefrom, and terminate this Lease and License Agreement, in which event CWC shall immediately vacate the Property (and proceed as set forth in Section 31, infra) and pay the a sum of money equal to the total of the amount of the unpaid Rent accrued through the date of termination.

(i) For purposes of this Lease and License Agreement, "abandons or vacates" means that, at any time during the term of this Lease and License Agreement, CWC moves from or ceases to occupy the Leased Properties and the Licensed Properties, relinquishing or giving up with the intent, express or implied, to never again resume any interest or right created by this Lease and License Agreement. Removal of equipment or antennas, without replacing the same within a reasonable time, shall be deemed an external act of CWC's intent to abandon or vacate.

(c) In the event of a default by the City, CWC shall have the right, at its option, in addition to and not exclusive of any other remedy CWC may have by operation of law, without any further demand or notice, to terminate this Lease and License Agreement.

SECTION 29. Cure. In the event of any default of this Lease and License Agreement by CWC, the City may at any time, after notice, cure the default for the account of and at the expense of CWC. If the City is compelled to pay or elects to pay any sum of money or to do any act which will require the payment of any sum of money or is compelled to incur any expense in instituting, prosecuting or defending any action to enforce the City’s rights under this Lease and License Agreement, the City may elect, at its sole option, to charge the sums so paid by the City, with all interest, costs (including but not limited to actual attorney's fees) and damages as Additional Rental and the same shall be due from CWC to the City on the first day of the month following the incurring of the respective expenses, provided the City’s payment, performance or enforcement of rights is due to CWC's breach of the Lease and License Agreement, intentional misconduct, or negligence.

SECTION 30. Termination.

(a) Notwithstanding anything to the contrary contained herein, provided CWC is not in default hereunder and shall have paid all Rent and sums due and payable to the City, CWC shall have the right to terminate this Lease and License Agreement upon the anniversary of the Commencement Date of this Lease and License Agreement, provided that ninety (90) days prior written notice is given the City.

(b) (i) Notwithstanding anything to the contrary contained herein, the City may terminate this Lease and License Agreement upon at least one (1) year’s prior written notice to CWC (unless an emergency or imminent danger exists) if the City determines, in its reasonable discretion, that continued use of the Leased Premises or Licensed Premises by CWC is a threat to the public health, safety, or welfare or violates applicable laws or ordinances.

(ii) Notwithstanding anything to the contrary contained herein, the City shall have the right to terminate this Lease and License Agreement upon at least two (2) years’ prior written notice to CWC if, in the sole but reasonable discretion of the City, it becomes necessary to do so for reasons other than leasing space on the Leased Properties or licensing space on the Licensed Properties to a company or companies which are in competition with CWC.

SECTION 31. Removal.

(a) Within ninety (90) days after the expiration or earlier termination of this Lease and License Agreement, CWC shall remove all personal property and trade fixtures of CWC from the Leased Properties and the Licensed Properties and the same shall be surrendered to the City in substantially the same condition as on the Commencement Date, ordinary wear and tear excepted, unless the City gives CWC express written consent to leave any such personal property and trade fixtures on the said properties beyond such ninety-day (90) period.

(b) The City agrees and acknowledges that all of the equipment, fixtures and personal property of CWC shall remain the personal property of CWC and CWC shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law.

SECTION 32. Indemnification. Except as otherwise provided by law, the City shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of CWC's construction, maintenance, repair, use, operation, condition or dismantling of its Communications Facilities, except to the extent attributable to the negligent or intentional act or omission of the City, its employees, or agents.

(a) CWC shall indemnify and hold harmless the City, its employees, agents, and contractors (hereinafter referred to as "Indemnitees"), from and against:

(i) Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees by reason of any act or omission of CWC's employees, agents, contractors or subcontractors, resulting in their personal injury, bodily injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible or intangible property, and unauthorized use of any trademark, trade name, copyright, patent, service mark or any other right of any person, firm or corporation, which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of the Leased Properties or Licensed Properties or the failure to comply with any Federal, State, or Local laws, ordinance or regulation.

(ii) Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and other consultants), which are imposed upon, incurred by or asserted against the Indemnitees by reason of any claim or lien arising out of work, labor, materials or supplies provided or supplied to CWC, its contractors or subcontractors, for the installation, construction, operation, maintenance or use of the Leased Properties or Licensed Properties, and, upon the written request of an Indemnitee, CWC shall cause such claim or lien to be discharged or bonded within thirty (30) days following such request.

(iii) Any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses, and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees by reason of any financing or securities offering by CWC or its affiliates for violations of the common law or any laws, statutes, or regulations of the State of Kansas or the United States, including those of the Federal Securities and Exchange Commission, whether by CWC or otherwise.

(b) In the event any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, CWC shall, upon notice from any of the Indemnitees, at its sole cost and expense, resist and defend the same with legal counsel; provided however, that CWC shall not admit liability in any such matter on behalf of the Indemnitees without the written consent of Indemnitees and provided further that Indemnitees shall not admit liability for, nor enter into any compromise or settlement of, any claim for which they are indemnified hereunder, without the prior written consent of CWC.

(c) Each party shall give the other party prompt notice of the making of any claim or the commencement of any action, suit, or other proceeding covered by the provisions of this Section.

SECTION 33. Assignment. This Lease and License Agreement may not be sold, assigned, transferred, or sublet without the prior written approval or consent of the City’s governing body.

SECTION 34. Bankruptcy. The parties to this Lease and License Agreement hereby expressly agree and acknowledge that it is the intention of both parties that in the event that, during the term of this Lease and License Agreement, CWC shall become a debtor in any voluntary or involuntary bankruptcy proceeding under the United States Bankruptcy Code, 11 U.S.C. § 101, et seq., this Lease and License Agreement is and shall be treated as an “unexpired lease of nonresidential real property” for purposes of Section 365, 11 U.S.C. § 365, and, accordingly, shall be subject to the provision of subsections (d)(3) and (d)(4) of said Section 365.

SECTION 35. Signs. CWC shall not place signs or advertising signs, except safety-related signage, on the Leased Properties or the Licensed Properties.

SECTION 36. Maintenance. CWC shall, at its expense, maintain its own equipment and other personal property on the Leased Properties and the Licensed Properties and shall keep the same in good working order, condition and repair. CWC shall keep the Leased Properties and Licensed Properties free of debris and anything of a dangerous, noxious, or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. The City may require CWC to submit to an annual inspection of its improvements, equipment, fixtures and personal property placed on the Leased Properties and Licensed Properties. As a part of any such inspection, CWC may be required to make reasonable repairs, at its cost, for damage to the Leased Properties or Licensed Properties, equipment or personal property, attributable to CWC’s use.

SECTION 37. Acceptance. Except as may be provided in this Lease and License Agreement, by taking possession of the Leased Properties and the Licensed Properties, CWC accepts those properties in the condition existing as of the Commencement Date of this Lease and License Agreement. Except as may be provided in this Lease and License Agreement, the City makes no representation or warranty with respect to the condition of the Leased Properties and the Licensed Properties and the City shall not be liable for any latent or patent defects in those properties.

SECTION 38. Estoppel Certificate. CWC shall, at any time and from time to time, upon not less than sixty (60) days prior request by the City, deliver to the City a statement in writing certifying that (a) the Lease and License Agreement is unmodified and in full force (or if there have been modifications, that the Lease and License Agreement is in full force as modified and identifying the modifications); (b) the dates to which Rent and other charges have been paid; (c) so far as the person making the certificate knows and with no duty to investigate, the City is not in default under any provisions of the Lease and License Agreement; and (d) such other matters as the City may reasonably request.

SECTION 39. Authorization. Each of the persons executing this Lease and License Agreement, in behalf of the respective parties, represents and warrants that he or she has the authority to bind the party in behalf of whom he or she has executed this Lease and License Agreement, and that all acts required and necessary for authorization to enter into and to execute this Lease and License Agreement have been completed.

SECTION 40. Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed by first class mail:

If to the City, to:

City of Lawrence, Kansas

Attn: City Clerk

6 East 6th

P. O. Box 708

Lawrence, KS 66044

With a copy to:

City of Lawrence, Kansas

Attn: Director, Legal Department

6 East 6th

P. O. Box 708

Lawrence, KS 66044

If to CWC, to:

President

Community Wireless Communications Co.

P. O. Box 3532

Lawrence KS 66047

Either party may change where notices, requests, demands, or other communications are to be given by giving written Notice to the other party of any said change.

SECTION 41. Successors and Assigns. This Lease and License Agreement shall be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors, and assigns.

SECTION 42. Non-waiver. Failure of either party to insist on strict performance of any of the conditions, covenants, terms, or provisions of this Lease and License Agreement or to exercise any of its rights hereunder shall not waive such rights, but the party shall have the right to enforce such rights at any time and to take such action as might be lawful or authorized hereunder, whether in law or equity.

SECTION 43. Immunities. No personal recourse shall be had for the creation of this Lease Agreement, for any claim arising out of this Lease and License Agreement, nor for any representation, obligation, covenant, or agreement set forth in this Lease and License Agreement, against any past, present, or future officer, member, employee, or agent of the City, under any rule of law or equity, any statute or constitution, or by the enforcement of any assessment or penalty, or otherwise, and any liability of any such officer, member, employee, or agent is hereby expressly waived and released by CWC as a condition of and in consideration for the execution of this Lease and License Agreement. Furthermore, CWC agrees that no past, present, or future officer, member, employee, or agent of the City shall be personally liable to CWC, or any successor in interest of CWC, for any default or breach under this Lease and License Agreement by the City.

SECTION 44. Severability. If any section, sentence, clause, or phrase of this Lease and License Agreement is found to be invalid by any court of competent jurisdiction, it shall not affect the validity of any remaining provision of this Lease Agreement.

SECTION 45. Governing Law. This Lease and License Agreement shall be governed by the laws of the State of Kansas.

SECTION 46. Miscellaneous.

(a) This Lease and License Agreement supersedes all prior discussions and negotiations and contains all agreements and understandings between the City and CWC with respect to the subject matter hereof. This Lease and License Agreement may only be amended in writing signed by all parties.

(b) The Recitals set forth at the beginning of this Lease and License Agreement are hereby adopted and incorporated herein by reference as if set forth in full.

(c) Exhibits "A," "B," "C," “D,” “E,” and “F” are incorporated into this Lease and License Agreement by reference.

(d) The provisions of the Lease and License Agreement relating to indemnification shall survive any termination or expiration of this Lease and License Agreement. Additionally, any provisions of this Lease and License Agreement which require performance subsequent to the termination or expiration of this Lease and License Agreement shall also survive such termination or expiration.

(e) In the event any Court or Governmental Authority of competent jurisdiction orders, decrees or otherwise requires the City to limit, restrict or cease operating the Leased Properties or the Licensed Properties as Communications Facilities or that operating said properties as Communications Facilities is no longer economically not viable, this Lease and License Agreement shall immediately terminate without further liability to either the City or CWC. CWC shall immediately remove any equipment, antennas or personal property in accordance with the terms of this Lease and License Agreement.

(f) This Lease and License Agreement is contingent upon CWC's obtaining all necessary governmental approvals, permits or licenses that are necessary.

(g) This Lease and License Agreement is contingent upon CWC being a corporation in good standing with the Kansas Secretary of State.

(h) This Lease and License Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one (1) or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument.

(i) The prevailing party in any litigation arising hereunder shall be entitled to reimbursement from the other party of its reasonable attorneys’ fees and court costs, including appeals, if any.

(j) The titles or captions of paragraphs in this Lease and License Agreement are provided for convenience only, and shall not be considered a part hereof for purposes of interpreting or applying this Lease and License Agreement and such title or captions do not define, limit, extend, explain, or describe the scope or extent of this Lease and License Agreement or any of its terms or conditions. This Lease and License Agreement is the result of negotiations between the parties and, as such, shall not be construed in favor of one party over another. Rather, this Lease and License Agreement shall be construed in accordance with its ordinary meaning.

IN WITNESS WHEREOF, the undersigned have caused this Lease and License Agreement to be executed as of the date noted above.

CWC: COMMUNITY WIRELESS COMMUNICATIONS C0., a Kansas corporation

__________________________ __

President

STATE OF KANSAS )

) ss:

COUNTY OF DOUGLAS )

The foregoing Lease and License Agreement was acknowledged before me this ____ day of ________________, 2012, by _______________________, ____________________ of Community Wireless Communications Co., in behalf of the Corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal on the day and year last above written.

_____________________________________

Notary Public

My commission expires:

CITY: CITY OF LAWRENCE, KANSAS, a municipal corporation

__ ______________________________

Aron Cromwell, Mayor

ATTEST:

______________________________

Jonathan M. Douglass, City Clerk